Neither Directive 2011/61/EU on Alternative Investment Fund Managers (the AIFM Directive), nor the Swedish Alternative Investment Fund Managers Act (2013:561) (LAIF) regulates the legal structure of an AIF manager or an alternative investment fund, other than specifying that an AIF manager must be a legal person.
The regulatory frameworks apply regardless of the legal form or structure of the alternative investment fund (the AIF) or the AIF manager. For AIFs, this means that both contractual funds, such as special funds, and corporate structures are subject to LAIF. An AIF manager must be a legal entity, meaning it must be established in a corporate form. However, this does not preclude the manager or the AIF from being organised, for example, as a limited liability company, a company with preference shares, or a limited partnership.
The legal structure chosen by the AIF or the AIF manager does not affect the application of the regulatory framework. A manager must comply with all requirements, regardless of the legal form of the manager or the fund. For example, if an AIF is structured as a limited liability company with preference shares, the manager must take such shareholdings into account in fulfilling the information requirements under LAIF, including the obligation to ensure and disclose equal treatment of investors. The same applies where an AIF or AIF manager is structured as a limited partnership.
Taken as a whole, the framework provides considerable flexibility in the choice of legal structure for AIF managers and AIFs.
Directive 2011/61/EU on Alternative Investment Fund Managers
The Swedish Alternative Investment Fund Managers Act (2013:561)
Govt. Bill 2012/13:155 Alternative Investment Fund Managers